Following the announcement by Tower Bancorp Inc that it agreed to be acquired by Susquehanna Bancshares, Inc an investigation on behalf of investors of C Tower Bancorp, Inc. (NASDAQ: TOBC) was initiated concerning whether the offer to take over Tower Bancorp, Inc. and the sale process are unfair to investors of Tower Bancorp (TOBC) and whether certain of its officers and directors or others breached their fiduciary duties owed investors in NASDAQ: TOBC shares.

The investigation by a law firm concerns whether the Tower Bancorp Inc, certain of its officers and directors, and/or others breached their fiduciary duties owed to Tower Bancorp, Inc. (Public, NASDAQ:TOBC) investors in connection with the proposed takeover.

On Tuesday, June 21, 201, Susquehanna Bancshares, Inc. (NASDAQ: SUSQ) and Tower Bancorp, Inc. (NASDAQ: TOBC) announced the signing of an agreement under which Susquehanna Bancshares, Inc will acquire all outstanding shares of Tower Bancorp, Inc common stock in a stock and cash transaction with an approximate total value of $343 million.

Under the terms of the agreement, Tower Bancorp, Inc shareholders will have the option of receiving either 3.4696 shares of Susquehanna Bancshares, Inc. (NASDAQ: SUSQ) common stock or $28.00 in cash for each share of Tower Bancorp, Inc. (NASDAQ: TOBC) common stock, with $88 million of the aggregate consideration being paid in cash.

Tower Bancorp, Inc. said that based on closing prices of Susquehanna Bancshares' and Tower Bancorp's common stock on June 17, 2011, the offer represents a premium of 41.0% over Tower Bancorp's closing price on such date.

Following the takeover announcement shares of Tower Bancorp, Inc. rose from $20.93 on Monday to $26.99 on Tuesday, June 21, 2011.

However, the investigation concerns whether the Tower Bancorp Board of Directors undertook an adequate and in particular breached their fiduciary duties to the Tower Bancorp (NASDAQ:TOBC) shareholder by failing to adequately shop the Company before entering into the transaction.

The investigation concerns also whether Susquehanna Bancshares, Inc would underpay for NASDAQ:TOBC shares, thus unlawfully harming Tower Bancorp stockholders.

Recent historic stock prices have been above the current offer. TOBC stock traded as high as $27.20 during 2010 and as high as $37.15 during 2009.
Additionally Tower Bancorps performance increased over the past annual filing periods. Tower Bancorps annual Net Income rose from a Net Loss of $0.35million in 07 to a Net Income of $2.54million in 2010.

A potential securities class action lawsuit would seek to maximize the amount of money and information NASDAQ: TOBC shareholders would receive in a buyout, so the law firm.